Fiduciary Licence Agreement (FLA)

Why would I need FLA?

Development of Free Software can follow many patterns. In some cases
whole development is handled by sole programmer or a small group of people.
But more often, creation and maintenance of software is a complex process
encompassing many individuals. This also reflects on who owns the rights
in software. In the latter case, rights in software are owned jointly by
a great number of individuals.

To tackle this issue some projects require a full copyright assignment to be
signed by all contributors. The problem with such assignments is often that
they lack check and balances that would protect the contributors from
potential abuse of power from the new copyright holder.

The Fiduciary Licence Agreement (FLA) was created just with that in mind – to
concentrate all deciding power within one entity and prevent fragmentation of
rights on one hand, while on the other preventing that single entity from
abusing its power.

Solution is so-called Fiduciary Licence Agreement (FLA). This
technique makes it possible to concentrate all the deciding power within
one entity and prevent fragmentation of rights.

This process only serves for transfer of economic rights. So-called
moral rights (e.g. authors right to be identified as author) remain with
original author and are inalienable.

How does FLA function?

FLA is an agreement between two parties - on the one side is an individual
who contributed to software and therefore is co-author (Contributor),
the other party is entity - it might be natural person but also company
or organisation - who will be the new holder of rights (Trustee).
This way the fragmentation of rights among many contributors can be prevented.
Instead all the rights will be concentrated in one entity. It ensures,
that copyright-relevant modifications (aforementioned re-licensing) can
be done easier, without need to pin down all contributors.

Contributor does not lose all her rights, just the exclusivity in them.
While she transfers her exclusive rights to the entity responsible for
managing, Trustee reciprocally grants her a non-exclusive worldwide, royalty-free,
perpetual and irrevocable licence to same extent as it was originally
transferred from Contributor.

What if trustee misuses the rights I gave to them, e.g. by re-licensing Free Software as a proprietary one?

FLA offers a special clause for this kind of situation to protect the
Free Software project against potentially malicious intentions of Trustee.
According to this provision, if Trustee acts against the principles of Free
Software, all granted rights and licences return to their original owners.
That means Trustee will be effectively prevented from continuing any activity
which is contrary to principles of Free Software.

Who can be Trustee?

As was mentioned above, Trustee can be basically anyone, whether a
natural person, company or organisation. But before becoming a Trustee,
it is always important to assess all the risks connected with becoming one.
Being a Trustee is a responsibility that should not be underestimated.

How to use FLA for your own project?

The previous version of FLA was used for the
FSFE's Fiduciary Programme.
Unfortunately, the FSFE is no longer accepting new projects under the
Fiduciary Programme at the moment, however you can use our customisable
version of the updated FLA-2.0 in order to consolidate your copyright under
your own administrative umbrella. It can also be adapted to assign the rights to
any other third party.

If you want to use our updated FLA-2.0 for your own project, please
follow the instructions here.

What has changed in FLA-2.0?

FLA-2.0 was drafted in collaboration with ContributorAgreements.org
in order to better reflect the necessities of Contributors, and Trustees
as recipients of contributions. As a result of this collaboration, the
FLA-2.0 now includes:

compatibility with more jurisdictions;

added patent licence for further protection against patent litigation;